TERMS OF USE

Section 1 - Acceptance of the Terms of Use

Welcome to the website of Barteca Restaurant Group, LLC (collectively with the following affiliates, Barcelona Wine Bar, Bartaco, and VinoTeca, the "Company", "we" or "us"). The following terms and conditions (collectively, these "Terms of Use"), govern your access to and use of the following websites owned and operated by the Company: www.barcelonawinebar.com, www.bartaco.com, www.shopvinoteca.com, and www.barteca.com, including any content, functionality and services offered on or through any of the aforementioned websites (collectively, the "Website").

Please read these Terms of Use carefully before you start to use the Website. By using or accessing the Website in any way, viewing or browsing the Website, or adding your own content to the Website, you are agreeing to be bound by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the Website.

This Website is offered and available to users who are over the age of 13 older. If you do not meet all of these requirements, you must not access or use the Website, and you should immediately close all of your access to this Website.

Section 2 - Changes to the Terms of Use

We may revise and update these Terms of Use (“Updated Terms of Use”), from time to time in our sole discretion. We do so by posting and drawing attention to the updated Terms of Use on the Website. Your decision to continue to visit and make use of the Website after such changes have been made constitutes your formal acceptance of the Updated Terms of Use. All changes are effective immediately upon your continued use of the Website after such changes have been made and such Updated Terms of Use shall apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set forth in Section 19 will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Website.

Your continued use of the Website is conditioned upon your acceptance of and agreement to be bound by any Updated Terms of Use.

Section 3 - Accessing the Website and Account Security

We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website.

You are responsible for:

§ Making all arrangements necessary for you to have access to the Website.

§ Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, without prior notice, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Section 4 - Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video, audio, and other works; and the design, selection and arrangement thereof), are exclusively owned by the Company, or by its licensors or other providers of such material. All such contents, features and functionality are protected by applicable United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, and the Company reserves all rights with respect to such intellectual property.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the contents, features, or other material on our Website, except as follows:

§ Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

§ You may store files that are automatically cached by your Web browser for display enhancement purposes.

§ You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.

You must not:

§ Modify copies of any materials from this site.

§ Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.

§ Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Section 5 – Trademarks and Service Marks

The Company name, the terms “Barcelona Wine Bar,” “Barcelona,” “Bartaco,” the Company logos (including but not limited to Bartaco’s Dragonfly logo and Barcelona’s fanciful image, the image, appearance, décor,and style of our restaurants, along with all related names, logos, product and service names, designs and slogans, are registered and/or common law trademarks, trade dress, and service marks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Website are the trademarks of their respective owners.

Section 6 - Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

§ In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

§ For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.

§ To send, knowingly receive, upload, download, use or re-use any material which does not comply with the content standards set forth in the Terms of Use of applicable Service Partners, as defined in Section 7.

§ To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).

§ To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

Additionally, you agree not to:

§ Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.

§ Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.

§ Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.

§ Use any device, software or routine that interferes with the proper working of the Website.

§ Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

§ Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.

§ Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

§ Otherwise attempt to interfere with the proper working of the Website.

§ Use any search engine optimization techniques which are contrary to or in violation of the most current guidelines and acceptable practices published by industry-standard search engines, including but not limited to Google, Bing, Yahoo! and Ask.

Section 7 – Service Providers

In providing certain services via the Website, the Company may partner with third party service providers (“Service Providers”), including but not limited to Wisely and Olo, etc. These Service Providers may provide or support the following capabilities: online ordering and/or purchasing, online reservation systems, social media links and other interactive features (collectively, "Interactive Services") that allow the Service Providers to post, submit, publish, display or transmit to other users or other persons content, materials, goods or other items for purchase on or through the Website. In addition to these Terms of Use, the Service Providers may each have their own applicable terms of use that may apply to your use of various components of the Website. We are not responsible, or liable to you or any third party, for any damages resulting from your failure to adhere to such Service Providers’ terms of use.

Section 8 - Monitoring and Enforcement; Termination

We have the right to:

§ Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.

§ Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting or accessing any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Section 9 - Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, timeliness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

The Website includes content provided by third parties, including materials provided by other users and third-party licensors and service providers. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content expressly provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Section 10 - Changes to the Website

We may update the content on the Website, including these Terms of Use, from time to time without notice, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material, or to provide notice of any updates or changes to the Terms of Use.

Section 11 - Linking to the Website and Social Media Features

You may link to our homepages, listed in Section 1 of these Terms, provided you do so in a way that is fair and legal, does not damage our reputation or take advantage of it, and clearly reflects our ownership of the Website, its content, and our services. You must not establish a link or use framing in such a way as to suggest any form of association, approval or endorsement on our part without our prior express written consent.

The Website may provide certain social media features that enable you to:

§ Link from your own or certain third-party websites to certain content on the Website.

§ Send e-mails or other communications with certain content, or links to certain content, on the Website.

§ Cause limited portions of content on the Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:

§ Establish a link to or from any website that is not owned by you.

§ Charge to give access to a link to our website without our express consent

§ Collect a fee to place an order on one of our websites or on one of our affiliates websites, such as Olo or Wisely, without our express consent

§ Establish links or link schemes in any manner which violate the guidelines and accepted practices of industry-standard search engines.

§ Otherwise take any action with respect to the materials on the Website that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Section 12 - Links from the Website

Links to other sites contained on the Website are for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and we accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked from the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Section 13 - Geographic Restrictions

The owner of the Website is based in the State of Connecticut in the United States.

We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative, at your own risk, and you are responsible for compliance with any and all such local laws as may be applicable.

Section 14– Terms of Sale; Release

Certain sections of the Website allow you to purchase various items for offered for sale by the Company (the “Items”). Your use of the Website, its content and any transactions involving the purchase of Items on the Website or which are otherwise facilitated through use of the Website are at your own risk. [All financial transactions involving the purchase and sale of Items shall occur off the Website, and the Company shall not be responsible for any obligations, claims or liabilities arising out of or related to financial data or other information transmitted in connection therewith.] As an express condition of your continued use of the Website, you acknowledge and agree that you are responsible for ensuring that any transactions comply with all applicable state, local, federal or international laws, rules, regulations, customs or requirements, and that the Company has no duty or obligation in that regard. You hereby release the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, members, managers, employees, contractors, agents, licensors, suppliers, attorneys, successors and assigns (collectively, the “Released Parties”), from any and all known and unknown claims, disputes, differences, liabilities and obligations of any and every nature whatsoever that you may now have or hereinafter may have or claim against any one or more of the Released Parties arising from, based upon or related to your use of the Website, any Items and other information or content you view or purchase on the Website, or any transactions made or facilitated through your use of the Website, including without limitation any claims related to defects in or representations regarding Items, or cancellations or returns of Items (collectively, the “Released Claims”). You further acknowledge and agree that the Released Claims include, among other things, all claims arising out of or with respect to any and all transactions relating to the Website, based on any fact, act, inaction, or other occurrence or nonoccurrence, now existing or hereinafter arising, including, without limitation, any breach of fiduciary duty or duty of fair dealing, breach of confidence, undue influence, duress, economic coercion, negligence, bad faith, violation of any other statute, ordinance or regulation, intentional or negligent infliction of mental or emotional distress, tortious interference with contractual relations or prospective business advantage, tortious interference with corporate governance, breach of contract, breach of any warranty of any kind, including without limitation any warranties, whether express or implied, statutory or otherwise, of merchantability, non-infringement and fitness for a particular purpose, product liability, bad practices, unfair competition, libel, slander, conspiracy and all statutory claims and causes of action of every nature.

BY USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU UNDERSTAND THAT YOU ARE GIVING UP ALL RIGHTS AND CLAIMS AGAINST THE COMPANY AND THE OTHER RELEASED PARTIES, KNOWN OR UNKNOWN, NOW EXISTING OR HEREUNAFTER ARISING, THAT ARE IN ANY WAY RELATED TO YOUR USE OF THE WEBSITE.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

Section 16 - Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED OR PURCHASED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES LINKED FROM THE WEBSITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

Section 17 – Privacy Policy

Such policy is hereby incorporated by reference into these Terms of Use.

Section 18 - Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, members, managers, employees, contractors, agents, licensors, suppliers, attorneys, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, any items you agree to purchase, any websites you access from the Website, any transactions, financial or otherwise, in any way related to or facilitated by the Website, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use, and your use of any information obtained from the Website.

Section 19 - Governing Law and Jurisdiction

All matters relating to the Website, its contents, and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule (whether of the State of Connecticut or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the Federal or state courts located in the State of Connecticut and you hereby consent to the exclusive jurisdiction and venue of such courts. You agree that such forum and venue are a convenient forum, and consent to the exercise of jurisdiction over you by such courts and to venue in such courts.

Section 20 - Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Section 21 - Waiver and Severability

No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of the Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Section 22 - Entire Agreement

The Terms of Use constitute the sole and entire agreement between you and the Company with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Section 23 – Miscellaneous

You agree that any notices the Company may be required by Applicable Law to send to you will be effective upon the Company’s sending an e-mail message to the e-mail address you have on file with the Company or publishing such notices on the informational page(s) of the Website.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of the Terms of Use or your use of the Website. A printed version of the Terms of Use and of any notice related to it shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent as other business documents and records originally generated and maintained in printed form.

If you would like to contact the Company with any questions regarding these Terms of Use, please do so at: marketing@barteca.com

BY ACCESSING AND USING THE WEBSITE, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND ACCEPT THE FOREGOING TERMS OF USE AND AGREE TO BE BOUND THEREBY AS AN EXPRESS CONDITION TO YOUR CONTINUED USE OF THE WEBSITE.